…as shareholders approve conversion of 600 million preference shares and appointment of two non-executive directors
Infinity Trust Mortgage Bank Plc has secured shareholders’ approval to raise up to N50 billion through a combination of rights issue, private placement and public offer, as the mortgage lender moves to strengthen its capital base and expand its share capital.
The approval was granted at the bank’s Extraordinary General Meeting (EGM) held on Tuesday in Abuja, where shareholders also approved the issuance and allotment of additional ordinary shares to support the capital raise.
Under the resolution, the bank’s directors are authorised to raise the funds through one or a combination of the proposed methods, at prices and on terms they consider appropriate, subject to approvals from relevant regulatory authorities.
The shareholders also approved an increase in the bank’s issued share capital to reflect the new capital structure, alongside amendments to its Memorandum and Articles of Association.
The capital-raising initiative is expected to provide the bank with additional resources to support its operations and strategic growth objectives, although the bank did not specify a timeline for completing the exercise in the resolutions presented at the meeting.
The EGM also approved the conversion of 600 million preference shares, valued at N600 million, into ordinary shares of the company.
According to the resolution presented by the board, the conversion will be carried out at a ratio and price to be determined by the directors, subject to regulatory approvals.
“I hereby MOVE that the Directors of the bank be and are hereby authorized to raise additional capital of up to N50,000,000,000 (Fifty Billion Naira) or its equivalent through any or a combination of methods including a Rights Issue to existing shareholders, Private Placement to strategic investors, and/or an Offer for Subscription to the public, in such proportions, at such prices, and upon such terms and conditions as the Directors may deem fit, subject to obtaining the approvals of the relevant regulatory authorities
“Ladies and Gentlemen, pursuant to the terms of issuance and the Articles of Association of the bank, the directors hereby recommend the conversion of 600,000,000 Preference shares of N1:00 each, valued at N600,000,000 (Six Hundred Million Naira only), currently held by the Preference Shareholders into Ordinary Shares of the Company, be and is hereby approved,”
The conversion forms part of the bank’s proposed adjustment to its share capital structure, alongside the planned capital raise and issuance of additional ordinary shares.
Shareholders further authorised the directors and company secretary to undertake the necessary steps, including executing relevant documents and engaging professional advisers, to implement the resolutions in compliance with applicable laws.
At the meeting, the bank also presented two nominees for appointment as non-executive directors for renewable four-year terms, subject to shareholders’ ratification and approval by the Central Bank of Nigeria (CBN).
The nominees are Hajia Aisha Ibrahim Rufai and George Leonard Adah Onazi.
Rufai is an agricultural development advocate and public-sector administrator with more than three decades of experience across government, private enterprise and nonprofit service. She currently serves as executive director for Commercial and Industrial Development at the North Central Development Commission and has held several senior appointments in Nasarawa State.
Onazi, meanwhile, is a banking and currency operations professional who spent more than 33 years at the CBN before retiring as a director in 2018. During his career, he held senior positions in currency distribution, reserve management, policy implementation and compliance monitoring.
The appointments are intended to strengthen the bank’s board as it pursues its capital and business objectives.
Nkechi May Bibilari, chairman of the board, presided over the meeting, which was conducted electronically in line with the provisions of the Business Facilitation (Miscellaneous Provisions) Act 2023.
The resolutions approved at the EGM provide the corporate framework for the proposed capital raise, share issuance, preference-share conversion and changes to the bank’s governance structure, with implementation subject to the applicable regulatory requirements.
